Ashford Hospitality Trust, Inc.
8-K on 01/04/2021   Download
SEC Document
SEC Filing
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Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2021





(Exact name of registrant as specified in its charter)




Maryland   001-31775   86-1062192

(State or other jurisdiction of

incorporation or organization)



file number)


(I.R.S. employer identification

14185 Dallas Parkway, Suite 1100        
Dallas, Texas       75254
(Address of principal executive
      (Zip Code)


Registrant’s telephone number, including area code: (972) 490-9600



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   AHT   New York Stock Exchange
Preferred Stock, Series D   AHT-PD   New York Stock Exchange
Preferred Stock, Series F   AHT-PF   New York Stock Exchange
Preferred Stock, Series G   AHT-PG   New York Stock Exchange
Preferred Stock, Series H   AHT-PH   New York Stock Exchange
Preferred Stock, Series I   AHT-PI   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company    ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 7.01       Regulation FD Disclosure.


Ashford Hospitality Trust, Inc. (the “Company”) announced that on December 31, 2020, Christopher Swann, the President and Chief Executive Officer of Cygnus Capital, Inc., purported to submit to the Company a notice of shareholder nomination (the “Notice”) to nominate six individuals for election as directors of the Company at the Company’s 2021 annual meeting of stockholders.  The Company is reviewing the information provided in the Notice and  assessing the validity of the Notice under the Company’s constituent documents and applicable law.  The Company reserves all of its rights in respect of this matter.


The information in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Robert G. Haiman
    Robert G. Haiman
    Executive Vice President, General Counsel & Secretary
Date: January 4, 2021